Kraft 2014 Annual Report Download - page 137

9. Rights as Shareholder . Neither the Participant nor any person claiming under or through the Participant shall have any
of the rights or privileges of a shareholder of the Company in respect of any shares of Common Stock issuable hereunder unless
and until certificates representing such Common Stock (which may be in uncertificated form) will have been issued and recorded on
the books and records of the Company or its transfer agents or registrars, and delivered to the Participant (including through
electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Participant shall have all the rights o
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a shareholder of the Company, including with respect to the right to vote the Common Stock and the right to receive any cash o
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share dividends or other distributions paid to or made with respect to the Common Stock.
10. Repayment/Forfeiture . Any payments or benefits the Participant may receive hereunder shall be subject to repayment
or forfeiture as may be required to comply with the requirements under the U.S. Securities Act of 1933, as amended (the “
Securities Act ”), the Exchange Act, rules promulgated by the Commission or any other applicable law, including the requirements
of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Common Stock is
listed or traded, as may be in effect from time to time as well as any policy relating to the repayment or forfeiture of compensation
that the Company may adopt from time-to-time.
11. Restrictions on Resale . The Participant hereby agrees not to sell any shares of Common Stock issued in payment o
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the PSP Award at a time when applicable laws or Company policies prohibit a sale. This restriction will apply as long as the
Participant’s employment continues and for such period of time after the termination of the Participant’s employment as the
Company may specify.
12. Adjustments
. Subject to Section 162(m) of the Code, the Performance Goals, as well as the manner in which the PSP
Award payment is calculated is subject to adjustment in the Committee’s sole discretion and the Performance Goal Adjustment
Section of the Notice. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company
and the Participant.
13. NO GUARANTEE OF CONTINUED EMPLOYMENT . THE PARTICIPANT HEREBY ACKNOWLEDGES AND
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GREES THAT THE VESTING OF THE PSP AWARD PURSUANT TO THE PROVISIONS OF THIS AGREEMENT IS EARNED
ONLY IF THE PERFORMANCE GOALS ARE ATTAINED AND THE OTHER TERMS AND CONDITIONS SET FORTH HEREIN
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RE SATISFIED AND BY THE PARTICIPANT CONTINUING TO BE EMPLOYED (SUBJECT TO THE PROVISIONS OF
SECTION 3(b) HEREOF) AT THE WILL OF THE COMPANY OR AN AFFILIATE (AND NOT THROUGH THE ACT OF BEING
EMPLOYED BY THE COMPANY OR AN AFFILIATE, BEING GRANTED A PSP AWARD, OR RECEIVING COMMON STOC
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HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE RIGHT TO EARN A PAYMENT UNDER THE PSP AWARD SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT DURING THE
PERFORMANCE CYCLE, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE PARTICIPANT’S RIGHT
OR THE RIGHT OF THE COMPANY OR AN AFFILIATE TO TERMINATE THE PARTICIPANT’S EMPLOYMENT AT ANY TIME,
WITH OR WITHOUT CAUSE, AND IN ACCORDANCE WITH APPLICABLE EMPLOYMENT LAWS OF THE COUNTRY WHERE
THE PARTICIPANT RESIDES.
14. Entire Agreement: Governing Law . The Notice, the 2012 Plan, and this Agreement, including any appendices,
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prio
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undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be
modified adversely to the Participant’s interest except as provided in the Notice, the 2012 Plan or this Agreement or by means of a
writing signed by the Company and the Participant. Nothing in the Notice, the 2012 Plan and this Agreement (except as expressly
provided therein) is intended to confer any rights or remedies on any persons other than the parties. The Notice, the 2012 Plan and
this Agreement are to be construed in accordance with and governed by the substantive laws of the Commonwealth of Virginia,
U.S.A., without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the
substantive laws of the Commonwealth of Virginia to the rights and duties of the parties. Unless otherwise provided in the Notice,
the 2012 Plan or this Agreement, the Participant is deemed to submit to the exclusive jurisdiction of the Commonwealth of Virginia,
U.S.A., and agrees that such litigation shall be conducted in the courts of Henrico County, Virginia, or the federal courts for the
United States for the Eastern District of Virginia, where this grant is made and/or to be performed.
15. Conformity to Securities Laws . The Participant acknowledges that the Notice, the 2012 Plan and this Agreement are
intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all
regulations and rules promulgated thereunder by the Commission, including, without limitation, Rule 16b-3 under the Exchange Act.
Notwithstanding anything herein to the contrary, the Notice, the 2012 Plan and this Agreement